Loan Contract
 |
Agricultural Bank of China |
No.
44101200700006582
(
/ )
Xxxx Xxx Xxx Xx ( / ) No. ( / )
Borrower
(Full Name):
Huizhou NIVS Audio & Video technology CO.,LTD
Lender
(Full Name): Agricultural Bank of China, Huizhou
Branch
In
accordance with the relevant national laws and regulations, the Parties,
through
mutual negotiations, conclude this contract,
Article
1.
Loan
1. Loan
category: short-term
current capital loan
2. Loan
use:
current
capital turnover
3. Loan
currency and amount (capitalized):
ten
million whole RMB
4. Borrowing
term
(1)
Please refer to the following table for the borrowing term.
|
Releasing
Date
|
Expiring
Date
|
||||||
|
Year
|
Month
|
Day
|
Amount
|
Year
|
Month
|
Day
|
Amount
|
|
2007
|
9
|
|
10,000,000RMB
|
2008
|
9
|
|
10,000,000RMB
|
(The
added table due to the lack of the space in this table
will
be
regarded as an integral part of this contract.)
(2)
In
case that there are discrepancies between the borrowing amount, releasing
date
and expiring date recorded in this contract and the borrowing proof, the
borrowing proof prevails. The borrowing proof is an integral part of this
contract and has the equal legal forces as this contract has.
(3)
In
case
that the loan in this contract is in foreign currencies, the borrower
shall
return the borrowing amount and interests in the original
currencies.
5.
Loan
interest rate
The
following No. (1)
mode
applies for interest rate of the loan in RMB:
(1)
Floating interest rate
The
loan
interest rate float /
(up/down)
/
%
on the
benchmark interest rate. The annual interest rate is 7.02%.
In
case that the borrowing term is less than five years (including five years),
the
loan’s benchmark interest rate is the RMB benchmark interest rate in the same
period published by the People’s Bank of China; In case that the borrowing term
is more than five years, the loan’s benchmark interest rate is the RMB benchmark
interest rate published by the People’s Bank of China plus
/
(capitalized)
%.
The
interest rate adjustment period is one
(capitalized) month. In case that there is the adjustment of RMB loan benchmark
interest rate in People’s Bank of China, as of the corresponding date of the
borrowing in the first month of the following period
since the adjustment of benchmark interest rate, the lender will reconfirm
the
new
exercising loan interest rate on the basis of the benchmark interest
rate
in
the corresponding period and level as well as these mentioned calculation
methods,
of which the borrower will not be notified separately. In case that the
adjusting date of benchmark interest rate and releasing rate of the loan
or
corresponding date of the loan in this period are the same dates, the new
exercising
loan interest rate is determined as of the adjusting date of benchmark
interest
rate. In case that there is no corresponding date of loan, the last day of
this
month is regarded as the corresponding date of loan.
(2)
Fixed
interest rate
The
loan
interest rate float /
(up/down)
/
%
on the
benchmark interest rate. The annual interest rate is
/
%
until
the expiring date of loan arrives. In case that the borrowing term is less
than
five years (including five years), the loan’s benchmark interest rate is the RMB
benchmark interest rate in the same period published by the People’s Bank of
China; In case that the borrowing term is more than five years, the loan’s
benchmark interest rate is the RMB benchmark interest rate published by the
People’s Bank of China plus
/
(capitalized)
%.
The
following No.
/
mode
will
apply for the interest rate of the loan in foreign currencies:
(1)
/
(capitalized) months
/
(LIBOR/HIBOR)+
the cost of carry
/
%.
The
floating
interest rate for
/
(capitalized) months
applies. LIBOR/HIBOR is the London/Hong Kong Interbank Offer Rate that
is
published by Routers Agency two working days before the interest count
day.
(2)
The
annual interest rate
/
%
applies
until the loan’s expiring date arrives.
(3)
Other
modes
/
6.
Interest settlement
The
interest for the loan hereunder is settled on the basis of month
(month/quarter), the interest settlement day is 20th
of each
month
(month/last month of a quarter). The borrower shall pay the interest on the
interest settlement day. In case that the last replacement date of the loan’s
principle is not on the interest settlement date, then the unpaid interest
shall
be paid up together with the principal (the daily interest rate = monthly
interest rate/30).
Article
2.
In case
that the following conditions are not satisfied, the lender is entitled not
to
provide the loan hereunder:
1. The
borrower opens a general
saving account
at the lender premise.
2. The
borrower provides relevant documents, materials and goes through
the
relevant procedures in accordance with the lender’s requirements.
3. In
case
that the loan hereunder is in foreign currency, the borrower has
already
got the approval, registration and other legal procedures related to this
loan
in accordance with the relevant regulations.
4. In
case
that there are mortgage and hypothecation securities hereunder,
such
relevant legal procedures as registration and/or insurance have been gone
through and the securities and insurance remains valid. In case that the
loan
hereunder has guarantied, the guaranty contract has been concluded and entered
into force.
Article
3.
Xxxxxx’s
Rights and Obligations
1. The
lender is entitled to know about the borrower’s such situations as
business
operation, financial activities, materials stock and loan use and to ask
the
borrower to provide such documents, materials and information as financial
statement on a regular basis.
2. In
case
that the borrower does the disadvantageous actions or situations
that
may
influence the loan’s security, which are included but not limited to the actions
and situations in the paragraph 7, 8, 10 of Article 4 herein, the lender
may
stop releasing the loan or withdraw the loan in advance.
3. In
case
that, in accordance with the stipulations herein, the lender withdraws or
pre-withdraws the loan’s principle, interest, penalty interest, compound
interest and other fees payable, the lender may deduct and collect them directly
from the borrower’s any account.
4. In
case
that the amount returned by the borrower is not enough to liquidate the amount
payable hereunder, the lender may choose to use the returned amount as the
returned principle, interest, penalty interest or fees.
5. In
case
that the borrower does not fulfill the payment obligation, the lender
may disclose the borrower’s breach of the contract to the outside
publicly.
6. The
lender shall release the full amount of the loan on schedule in
accordance
with the stipulations herein.
Article
4. Borrower’s
Rights and Obligations
1. The
borrower is entitled to receive and use the loan in accordance with
the
stipulations herein.
2. The
borrower shall use the account stipulated in Article 2 hereunder to
transact
the settlements and savings relevant to the loan hereunder.
3. In
case
that the loan hereunder is in foreign currency, the borrower shall
go
through such procedures as approval, registration and other legal ones well
in
accordance with the relevant regulations.
4. The
borrower shall return the loan’s principle and interest on time. In
case
that
the borrower needs to renew the borrowing term, it shall submit a written
application 15 days before the loan’s expiring date. With the lender’s consent,
the agreement on the renewal of the borrowing term.
5. The
borrower shall use the loan in the way that are stipulated herein and
shall
not
occupy or misappropriate the loan.
6. The
borrower shall provide authentic, complete and effective financial
statement
or other relevant materials and information to the lender on a monthly basis
and
give an active cooperation for the lender’s inspection on the business
operation, financial activities and the use of the loan hereunder.
7. In
case
that the borrower contracts, leases, transforms the shareholding
system,
affiliates, merges, acquires, separates, co-invests, transfers assets, applies
for business suspension for the internal reorganization, applies for
dissolution, applies for bankrupts or takes other actions that may change
the
debt relations or influence the realization of the lender’s credit, it shall
send a written notice to the lender in advance. Besides, with the lender’s
consent, the borrower shall clarify the liabilities for the debt’s settlements;
otherwise, these mentioned actions should not be implemented.
8. Apart
from these mentioned actions, in case that the borrower takes
such
other actions as stopping productions, closing the business, canceling the
registration and having the business license revoked, or its legal
representative or main responsible persons are engaged in illegal activities,
are involved in serious lawsuits or arbitrations, or serious difficulties
happen
in the business operations, or the financial situation is worsening, the
borrow
shall notify the lender of all the situations and take measures for the
preservation of credit rights that the lender agrees.
9. In
case
that the borrower provides guarantee for the others’ debt or do
mortgage
and hypothecation securities with its major assets, which may have an effect
on
the borrower’s capacity of paying back the loan hereunder, it shall give a
written notice to the lender in advance and get the lender’s
consent.
10. The
borrower and its investors shall not withdraw capital, transfer
capital
or presumptuously transfer the stock shares in avoidance of the debt to the
lender.
11. In
case
that the borrower changes the name, the legal representative,
the
location and the business cope, it shall notify the lender of the changes
with
the written notice.
12. In
case
that the guarantor hereunder stops production, closes
business,
cancels registration, has the business license revoked, goes bankruptcy or
has a
deficit situation in the business and partially or fully lose the guarantee
capacity corresponding to this loan or the value of the mortgaged goods and
hypothecated property for the loan hereunder is decreased or damaged, the
borrower shall provide other guarantee means that the lender
approves.
13. The
borrower shall be liable for the fees for the lawyer’s services,
insurance,
transportation, evaluation, registration, storages, appraisal and notarization
relevant to this contract and to the guarantee under this contract.
Article
5. Prepayment
The
borrower may make the prepayment only with the lender’s consent: in case that
the lender agrees that the borrower may make the prepayment, in the payment,
the
part of prepayment’s interest is calculated and collected according to the
second
mode:
1. The
interest rate is calculated and collected in accordance with the
borrowing
term and the exercising interest rate stipulated herein.
2. The
interest rate is floated up zero
(capitalized)
% on the basis of the borrowing term and the exercising interest rate stipulated
herein.
Article
6.
Liabilities for the breach of the contract
1. In
case
that the lender does not lease the full loan to the borrower on
schedule
in accordance with the stipulations herein, which causes losses to the borrower,
it shall pay the breach penalty to the borrower according to the amount and
the
overdue days. The breach penalty is calculated in the same way as the overdue
loan’s interested loan in the same period is.
2. In
case
that the borrower does not pay the principle of the loan in
accordance
with the borrowing term stipulated herein, the lender will calculate and
collect
the penalty interest that is floated up fifty
(capitalized)
percent as of the overdue day on the basis of the loan’s exercising interest
rate stipulated herein until the principle and the interest are paid off.
During
the overdue period, for the RMB loan, in case that People’s Bank of China adjust
the RMB loan benchmark interest rate to a higher level in the same period,
the
interest rate of the penalty interest will be adjusted accordingly as of
the
adjustment day of the benchmark interest rate.
3. In
case
that the borrower does not use the loan for what is stipulated
herein,
the lender will calculate and collect the penalty interest for the part that
breaches the contract floating up one
hundred
(capitalized) percent on the basis of the exercising interest rate stipulated
herein until the principle and the interest are paid off. During the period,
for
the RMB loan, in case that People’s Bank of China adjust the RMB loan benchmark
interest rate to a higher level in the same period, the interest rate of
the
penalty interest will be adjusted accordingly as of the adjustment day of
the
benchmark interest rate.
4. In
case
that the interest payable is not paid, the lender will calculate and
collect
the compound interest in accordance with the stipulations of People’s Bank of
China.
5. In
case
that the borrower violates the obligations hereunder, the lender is
entitled
to ask the borrower to correct the breach actions within a time limit, to
stop
releasing the loan, to withdraw the released loan in advance, to declare
the
expiration of the loan hereunder immediately or to take other measure for
the
preservation of the capital.
6. In
case
that any guarantor hereunder violates the obligations stipulated
in
the
guarantee contract, the lender is entitled to stop releasing the loan to
the
borrower, to withdraw the released loan in advance or take other actions
for the
preservation of the capital.
7. In
case
that the lender files a lawsuit or asks for the arbitration to realize
the
credit due to the borrower’s breach of the contract, the borrower shall be
liable for the lawyer fees, business trip expenses or other expenses for
the
realization of the credit that the lender pays.
Article
7. Loan
guarantee
The
guarantee mode for the loan hereunder is mortgage
plus guaranty.
The
guarantee contract is concluded separately. In case that the mode of highest
amount of guarantee is used, the guarantee contract’s number is No.
44906200700002184 and No. 00000000000000000.
Article
8. Disputes
settlement
In
case
that any dispute rises during the implementation of the contract, it
can
be
settled through the mutual negotiations. Or it can be settled in the
first
way:
1. Lawsuit:
it is within the jurisdiction of the local People’s Court.
2. Arbitration:
the dispute may be submitted to
/
(the
full
name of the arbitration organization) for the arbitration in accordance with
their arbitration rules.
3. During
the period of lawsuits or arbitrations, the clauses herein that are
not
involved shall be still implemented.
Article
9. Miscellaneous
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Article
10.
Contract’s Validity
This
contract will become valid as of the signing or sealing date of the
Parties.
Article
11.
Contract’s Copies
This
contract has four
original
copies. The lender, the borrower, the Land and Resource Bureau and the Real
Estate Bureau hold one copy respectively with the equal legal
forces.
Article
12. Remark
The
lender has reminded that the borrower shall have a complete and accurate
understanding
on the various clauses herein. Besides, the lender has, according to
the
borrower’s demand, made the appropriate explanations on the clauses. The signing
Parties have the consensus on the meanings of this contract.
|
Lender
(Signature and Seal)
|
Borrower
(Signature and Seal)
|
|
/s/
Tianfu Li
|
|
|
Legal
Representative
|
Responsible
Person
|
|
or
Authorized Agent: Signature
|
or
Authorized Agent: Signature
|
|
Date:
September
3rd,
2007
Location:
Guangdong
Huizhou
|
